Closing of transfer books and fixing record date.
R.I. Gen. Laws § 7-1.2-703
in effect7-1.2-703. Closing of transfer books and fixing record date.
(a) For the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment of a meeting of shareholders, or entitled
to receive payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose, the board of directors of a corporation may provide
that stock transfer books are closed for a stated period, not less than that specified
in any applicable bylaw and not more than sixty (60) days. In lieu of closing the
stock transfer books, the bylaws, or in the absence of an applicable bylaw, the board
of directors may fix in advance a date as the record date for any determination of
shareholders, the date in any case to be not more than sixty (60) days prior to the
date on which the particular action, requiring the determination of shareholders,
is to be taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which the resolution of the
board of directors declaring the dividend is adopted, as the case may be, is the record
date for the determination of shareholders. When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as provided in this section,
the determination applies to any adjournment of the meeting.
(b) In order that the corporation may determine the shareholders entitled to consent to
corporate action in writing without a meeting, the board of directors may fix a record
date, which record date may not precede the date upon which the resolution fixing
the record date is adopted by the board of directors. If no record date has been fixed
by the board of directors, the record date for determining shareholders entitled to
consent to corporate action in writing without a meeting, when no prior action by
the board of directors is required by this chapter, is the first date on which a signed
written consent setting forth the action taken or proposed to be taken is delivered
to the corporation by delivery to its registered office in this state, its principal
place of business, or an officer or agent of the corporation having custody of the
book in which proceedings of meetings of shareholders are recorded. Delivery made
to a corporation’s registered office must be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the board of directors
and prior action by the board of directors is required by this chapter, the record
date for determining shareholders entitled to consent to corporate action in writing
without a meeting is the close of business on the day on which the board of directors
adopts the resolution taking such prior action.
(c) A determination of shareholders entitled to notice of or to vote at a shareholders’
meeting is effective for any adjournment of the meeting unless the board of directors
fixes a new record date.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-7/7-1.2-703.htmFetched: 10/20/2026